LTD “Georgian Amelioration”contest.procurement.gov.ge/files/55815519a329f.pdf · 9.1 Bids must be signed by an authorized person in the Georgian language and / or stamped. Documents

LTD “Georgian Amelioration”

C O N T E S T

Services Procurement for Detailed Engineering Design andBoQ for Zemo Samgori Irrigation System

Financing sources:

50% Georgia State Budget 50% ORIO Grant from Netherlands Enterprise Agency RVO

2015 Year

Contest Notice

1. LTD “Georgian Amelioration” announces Contest and invites all interested parties toparticipate for Services Procurement for Detailed Engineering Design and BoQ for ZemoSamgori Irrigation System.

2. The aim of the contest is to identify the best proposal for the Rehabilitation of Zemo SamgoriIrrigation System and to sign the contract with the winner company for Detailed EngineeringDesign and BoQ as per ToR attached as Annex # 1.

3. Detailed Engineering Design and BoQ must contain the following deliverables:

1. Site Investigation (DELIVERABLE 1);2. Environmental and Social Impact Assessment and Environmental and Social

Management Plan (DELIVERABLE 2);3. Financial Plan and Economic Study. (DELIVERABLE 3)4. Detailed design (DELIVERABLE 4]

Task 1: Site Investigation (DELIVERABLE 1)

The site investigation study will result in a situational report elaborating on the includegeological, topographical, hydrological and technical aspects related to the condition of thedifferent types of canals and hydraulic structures of the Zemo Samgori irrigation and drainagesystem, incorporating not only the technical data but also farmers’ perception of the system’scomponents and views on the best principles for irrigation water management. Using the dataalready available at UASCG as a starting point, the study will provide the updated analysis ofthe system and recommendations for the design of the rehabilitation works, including a studyto find out whether, at which level and how proportional water division is feasible and howthe water organization can best be organized.

Task 2: Environmental and Social Impact Assessment and Environmental and SocialManagement Plan (DELIVERABLE 2)

The Environmental and Social Impact Assessment (ESIA) study will be carried out, follow theIFC performance standards, to assess any possible adverse environmental and/or socialimpact of the proposed project and recommend mitigation measures, where required. Themitigation measures, elaborated in the Environmental and Social Management Plan (ESMP),will be included in the Implementation Plan and embedded in the regular UASCG operations.The study will entail the risk assessment of land grabbing and other negative effects on thearea and particularly on small farmers, elderly farmers and female-headed households andthe mitigation measures to counteract the risks.

Task 3: Financial Plan and Economic Study (DELIVERABLE 3)

The financial model will provide the updated financial, commercial and economiccalculations of the costs and revenues of the Zemo Samgori irrigation and drainage system.This will include cash flow projections and calculations to come to a conclusion on thefinancial feasibility, commercial viability and economic sustainability in the long run based ondifferent scenarios and pricing methods. In parallel, a tariff study will be conducted, whichwill also assess the willingness and affordability of end-users to pay.

Task 4: Detailed rehabilitation engineering design (DELIVERABLE 4)

Detailed engineering design should cover repair-rehabilitation and reconstruction of existingirrigation system, and when required and justified also include demolishing of structure and theirre-design to accommodate the needs of farmers. The works include cleaning and lining ofcanals, structures such as intakes, cross-regulators, hydro-posts, outlets, crossings andculverts, and other related structures including also for instance their sealing rubbers.

Note: Detailed Engineering Design and BoQ documentation should comply with requirementsas are described in the ToR attached as Annex # 1.

4. The budget is – 1 531 500 EURO (including all applicable taxes) will be excluded.

5. Interested party to participate in the Contest should pay 50 (Fifty) GEL, to be paid for StateProcurement Agency (for the account details visit: www.procurement.gov.ge)

6. The receipt of payment should be submitted but not in the envelop and it shouldincorporate the following information:

• The unique number of the payment receipt with the date of the payment.• Contest pretenders full name and VAT #.• Unique code of the Contest.

7. The proposal, which does not contain receipt of the payment of the fee will not beconsidered. In addition, the violation of the clauses 4th and 5th of the receipt payment of thefee, the offer will be subject to disqualification.

8. Submitted proposals are valid prior signing the contract with the winner bid.

9. The proposals and all the attached documents should be sealed in two-envelopes: 1st

envelope - the technical qualifications as described in the ToR on G and G.1 subparagraph.;2nd envelope: financial bid as per ToR on G.2. Subparagraph.

9.1 Bids must be signed by an authorized person in the Georgian language and / orstamped. Documents and / or information presented in a foreign language shall beaccompanied by notarized Georgian translation, which have be given priority.

10. Bids should be submitted within 60 (sixty) calendar days from 11 am - 18 pm afterpublishing the Contest Notice, at the following address: Tbilisi, Marshall Avenue, N6, 2nd Floorprocurement service. Late submission of bids will not be accepted.

11. The payment will be done in GEL on established exchange rate by National Bank of Georgiaby the Georgian Amelioration and the payments from the grantor will be done in EUROS onestablished exchange rate by National Bank of Georgia, both payments within 30 days aftersigning the settlement documents as per ToR subparagraph I. "payment schedule"respectively.

12. The bidder may submit only one bid. Alternative proposals will not be considered.

13. Contest commission will disqualify the bidder if:

13.1. The submitted proposal are not submitted in accordance with the legislation andthe contest notice, or do not comply with the requirements of the contest conditions;13.2. The bidder will present the clarification to the company in 5 working days if notthe bid will be disqualified.13.3. The bidder refuses to sign the contract.13.4. The bidder will commit a dishonest act in order to win the contest.13.5. In case the proposed bid exceed the budgeted amount.

14. The bid evaluation and winner identification will be carried by two-envelope method,evaluating technical and financial proposals (see. ToR Subparagraph G).

14.1. The technical proposal will be valued first and the companies that do notaccomplish the minimum standard; the financial proposal will not be opened, butreturned. After the evaluation of the technical standards the financial bids will beopened. The contract will be awarded to the best scoring proposal.

15. The winner will have to provide a Detailed Engineering Design and BoQ within 15 (fifteen)calendar months after signing the contract.

16. The Contest Commission has the right to terminate the contest procedure at any timebefore signing the contract, if it is deemed necessary to the independent unforeseeable andobjective circumstances, as well as the State and / or the public interest. The procuring entityis not required to refund the costs related to the contestants.

17. Bank Guarantee of the Contract Provision

17.1. In the procurement will be used the performance bond issued by a bankguarantee of 5% of the contract price, and those companies who are in the white listcan provide the bank guarantee of 2.5% of the contract price.(http://www.procurement.gov.ge/WhiteList.aspx)

17.2. Conditions of the Bank Guarantee of the Contract Provision:

17.2.1. Contract Provision bank guarante must be valid for at least 30 calendar daysbeyond the contract term.

17.2.2. Contract Provision bank guarante must be submitted no later than the time ofsigning the contract.

18. The bidder must submit the following documentation:

1. The receipt of the payment.2. Envelope I should contain:

1. All documents complying the minimal entry criterias, as are:

a. Format for proven experience

b. Format for turnover and solvency

i. The bidder and the possible consortium should have at least an average of3 million EURO turnover (in the last 3 years, which should be proved by anaudit).

ii. The bidder and the possible consortium should prove the solvency at leastthe solvency ratio should be 20%. Solvency Ratio=(Annual net profit +Depreciation) / Liabilities (in the last 3 years which should be proved by anaudit).

c. CSR Compliance for.

2. Technical Qualification Requirement

a. A work plan and description of the approach and methodology for the scope ofwork, staff deployment table and description of the proposed teamcomposition to adequately cover all deliverables, (which will not exceed morethan 5 pages A4 and counts for 30% of the technical proposal evaluation score)

b. A convincing story how best irrigation rehabilitation and management practiceare incorporated in the design (which will not exceed more than 5 pages A4and counts for 20% of the technical proposal evaluation score)

c. A description of the applicable quality assurance systems (which will notexceed more than 2 pages A4 and counts for 10% of the technical proposalevaluation score)

d. CVs of key staff (which will not exceed more than 2 pages A4 for each CV andcounts for 40% of the technical proposal evaluation score). The CVs shouldmeet the following minimum requirements:

3. Envelope 2: The financial bids should include a detailed breakdown of time allocationsand daily fees and of the operational costs associated with the underlying assignment.

Note: Envelope I and II forms and tables are included in the Annex # 2- and Annex # 3.

19. For additional information please contact ORIO Grant Project Manager Mr. GeorgeKalandadze, email: [email protected]; Tbilisi, Marshal Gelovani Alley km 6, 2nd floor.

CONTRACT FOR CONSULTANT’S SERVICES

Lump-Sum

Project Name “Rehabilitation of Zemo Samgori Irrigation System”,Georgia

Reference No. ORIO13/GE/01

Contract No. ORIO13/GE/01-DP/02

between

Georgian Amelioration LTD

and

[Name of the Consultant]

Dated:

II. General Conditions of Contract Lump-Sum

I. Form of Contract

LUMP-SUM

This CONTRACT (hereinafter called the “Contract”) is made the [number] day of the monthof [month], [year], between, on the one hand, Georgian Amelioration LTD(hereinafter calledthe “Client”) and, on the other hand, [name of Consultant] (hereinafter called the “Consultant”).

[Note: If the Consultant consist of more than one entity, the above should be partially amendedto read as follows: “…(hereinafter called the “Client”) and, on the other hand, a Consortium(name of the consortium) consisting of the following entities, each member of which will bejointly and severally liable to the Client for all the Consultant’s obligations under this Contract,namely, [name of member] and [name of member] (hereinafter called the “Consultant”).]

WHEREAS

(a) the Client has requested the Consultant to provide certain consulting services asdefined in this Contract (hereinafter called the “Services”);

(b) the Consultant, having represented to the Client that it has the required professionalskills, expertise and technical resources, has agreed to provide the Services on theterms and conditions set forth in this Contract;

(c) the Client has signed a grant agreement to receive a grant from the ORIO: toward 50%of the cost of the Services and intends to apply a portion of the proceeds of this grantto eligible payments under this Contract, it being understood that (i) payments by theORIO will be made only at the request of the Client and upon approval by the ORIO;(ii) such payments will be subject, in all respects, to the terms and conditions of thegrant agreement, including prohibitions of withdrawal from the grant account for thepurpose of any payment to persons or entities, or for any import of goods, if suchpayment or import, to the knowledge of ORIO, is prohibited by the decision of theUnited Nations Security council taken under Chapter VII of the Charter of the UnitedNations]; and (iii) no party other than the Client shall derive any rights from the grantagreement or have any claim to the grant proceeds;

NOW THEREFORE the parties hereto hereby agree as follows:

1. The following documents attached hereto shall be deemed to form an integral part ofthis Contract:

(a) The General Conditions of Contract (including Attachment 1 “ORIO Policy –Corrupt and Fraudulent Practices);

(b) The Special Conditions of Contract;


(c) Appendices:

Appendix A: Terms of ReferenceAppendix B: Key ExpertsAppendix C: Breakdown of Contract PriceAppendix D: Form of Advance Payments GuaranteeAppendix E: Bank Guarantee of the Contract ProvisionAppendix F: Compliance Forms

In the event of any inconsistency between the documents, the following order ofprecedence shall prevail: the Special Conditions of Contract; the General Conditions ofContract, including Attachment 1; Appendix A; Appendix B; Appendix C; AppendixD. Any reference to this Contract shall include, where the context permits, a referenceto its Appendices.

2. The mutual rights and obligations of the Client and the Consultant shall be as set forthin the Contract, in particular:

(a) the Consultant shall carry out the Services in accordance with the provisions ofthe Contract; and

(b) the Client shall make payments to the Consultant in accordance with theprovisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in theirrespective names as of the day and year first above written.

For and on behalf of Georgian Amelioration LTD

Levan Dvali, General Director

For and on behalf of [Name of Consultant or Name of a Consortium]

[Authorized Representative of the Consultant – name and signature]

[Note: For a consortium, only the lead member signs, with attached powers of attorney tosign on behalf of each of the members].


II. General Conditions of Contract

A. GENERAL PROVISIONS

Definitions 1.1. Unless the context otherwise requires, the following terms wheneverused in this Contract have the following meanings:

(a) “Applicable Guidelines” means Guidelines by ORIO.

(b) “Applicable Law” means the laws and any other instruments having theforce of law in the Client’s country, or in such other country as may bespecified in the Special Conditions of Contract (SCC), as they maybe issued and in force from time to time.

(c) “ORIO” means the Netherlands Grant Facility for Development-relevant Public Infrastructure Development.

(d) “Beneficiary” means the Government, Government agency or otherentity that signs the financing [or loan/grant/project] agreement withthe ORIO.

(e) “Client” means agency that signs the Contract for the Services with theSelected Consultant.

(f) “Consultant” means a legally-established professional consulting firmor entity selected by the Client to provide the Services under the signedContract.

(g) “Contract” means the legally binding written agreement signed betweenthe Client and the Consultant and which includes all the attacheddocuments listed in its paragraph 1 of the Form of Contract (theGeneral Conditions (GCC), the Special Conditions (SCC), and theAppendices).

(h) “Day” means a working day unless indicated otherwise.

(i) “Effective Date” means the date on which this Contract comes intoforce and effect pursuant to Clause GCC 11.

(j) “Experts” means, collectively, Key Experts, Non-Key Experts, or anyother personnel of the Consultant, Sub-consultant or consortiummember(s) assigned by the Consultant to perform the Services or anypart thereof under the Contract.

(k) “Foreign Currency” means any currency other than the currency of theClient’s country.

(l) “GCC” means these General Conditions of Contract.

(m) “Government” means the government of the Client’s country.

(n) “Consortium” means an association with or without a legal personalitydistinct from that of its members, of more than one entity where one


member has the authority to conduct all businesses for and on behalfof any and all the members of the consortium, and where the membersof the consortium are jointly and severally liable to the Client for theperformance of the Contract. Contractually the lead company is thecontract holder and the consortium members are sub-contractors thatare full liable to the lead contractor.

(o) “Key Expert(s)” means an individual professional whose skills,qualifications, knowledge and experience are critical to theperformance of the Services under the Contract and whose CurriculaVitae (CV) was taken into account in the technical evaluation of theConsultant’s proposal.

(p) “Local Currency” means the currency of the Client’s country.

(q) “Non-Key Expert(s)” means an individual professional provided by theConsultant or its Sub-consultant to perform the Services or any partthereof under the Contract.

(r) “Party” means the Client or the Consultant, as the case may be, and“Parties” means both of them.

(s) “SCC” means the Special Conditions of Contract by which the GCCmay be amended or supplemented but not over-written.

(t) “Services” means the work to be performed by the Consultant pursuantto this Contract, as described in Appendix A hereto.

(u) “Sub-consultants” means an entity to whom/which the Consultantsubcontracts any part of the Services while remaining solely liable forthe execution of the Contract.

(v) “Third Party” means any person or entity other than the Government,the Client, the Consultant or a Sub-consultant.

Relationshipbetween the Parties

2.1. Nothing contained herein shall be construed as establishing arelationship of master and servant or of principal and agent as between theClient and the Consultant. The Consultant, subject to this Contract, hascomplete charge of the Experts and Sub-consultants, if any, performing theServices and shall be fully responsible for the Services performed by themor on their behalf hereunder.

Law GoverningContract

3.1. This Contract, its meaning and interpretation, and the relationbetween the Parties shall be governed by the Applicable Law.

Language 4.1. This Contract has been executed in the language specified in the SCC,which shall be the binding and controlling language for all matters relatingto the meaning or interpretation of this Contract.

Headings 5.1. The headings shall not limit, alter or affect the meaning of thisContract.


Communications 6.1. Any communication required or permitted to be given or madepursuant to this Contract shall be in writing in the language specified inClause GCC 4. Any such notice, request or consent shall be deemed to havebeen given or made when delivered in person to an authorized representativeof the Party to whom the communication is addressed, or when sent to suchParty at the address specified in the SCC.

6.2. A Party may change its address for notice hereunder by giving theother Party any communication of such change to the address specified in theSCC.

Location 7.1. The Services shall be performed at such locations as are specified inAppendix A hereto and, where the location of a particular task is not sospecified, at such locations, whether in the Government’s country orelsewhere, as the Client may approve.

Authority ofMember in Charge

8.1. In case the Consultant is a Consortium, the members herebyauthorize the member specified in the SCC to act on their behalf inexercising all the Consultant’s rights and obligations towards the Clientunder this Contract, including without limitation the receiving ofinstructions and payments from the Client.

AuthorizedRepresentatives

9.1. Any action required or permitted to be taken, and any documentrequired or permitted to be executed under this Contract by the Client or theConsultant may be taken or executed by the officials specified in the SCC.

Corrupt andFraudulentPractices

10.1. ORIO requires compliance with its policy in regard to corrupt andfraudulent practices as set forth in Attachment 1 to the GCC.

a. Commissionsand Fees

10.2. The Client requires the Consultant to disclose any commissions,gratuities or fees that may have been paid or are to be paid to agents or anyother party with respect to the selection process or execution of the Contract.The information disclosed must include at least the name and address of theagent or other party, the amount and currency, and the purpose of thecommission, gratuity or fee. Failure to disclose such commissions, gratuitiesor fees may result in termination of the Contract and/or sanctions by ORIO.

B. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OFCONTRACT

Effectiveness ofContract

11.1. This Contract shall come into force and effect on the date (the“Effective Date”) of the Client’s notice to the Consultant instructing theConsultant to begin carrying out the Services. This notice shall confirm thatthe effectiveness conditions, if any, listed in the SCC have been met.

Termination ofContract for

12.1. If this Contract has not become effective within such time periodafter the date of Contract signature as specified in the SCC, either Party may,by not less than twenty two (22) days written notice to the other Party,declare this Contract to be null and void, and in the event of such a


Failure to BecomeEffective

declaration by either Party, neither Party shall have any claim against theother Party with respect hereto.

Commencement ofServices

13.1. The Consultant shall confirm availability of Key Experts and begincarrying out the Services not later than the number of days after the EffectiveDate specified in the SCC.

Expiration ofContract

14.1. Unless terminated earlier pursuant to Clause GCC 19 hereof, thisContract shall expire at the end of such time period after the Effective Dateas specified in the SCC.

Entire Agreement 15.1. This Contract contains all covenants, stipulations and provisionsagreed by the Parties. No agent or representative of either Party has authorityto make, and the Parties shall not be bound by or be liable for, any statement,representation, promise or agreement not set forth herein.

Modifications orVariations

16.1. Any modification or variation of the terms and conditions of thisContract, including any modification or variation of the scope of theServices, may only be made by written agreement between the Parties.However, each Party shall give due consideration to any proposals formodification or variation made by the other Party.

16.2. In cases of substantial modifications or variations, the prior writtenconsent of the ORIO is required.

Force Majeure

a. Definition 17.1.For the purposes of this Contract, “Force Majeure” means an eventwhich is beyond the reasonable control of a Party, is not foreseeable, isunavoidable, and makes a Party’s performance of its obligations hereunderimpossible or so impractical as reasonably to be considered impossibleunder the circumstances, and subject to those requirements, includes, but isnot limited to, war, riots, civil disorder, earthquake, fire, explosion, storm,flood or other adverse weather conditions, strikes, lockouts or otherindustrial action confiscation or any other action by Government agencies.

17.2.Force Majeure shall not include (i) any event which is caused by thenegligence or intentional action of a Party or such Party’s Experts, Sub-consultants or agents or employees, nor (ii) any event which a diligent Partycould reasonably have been expected to both take into account at the timeof the conclusion of this Contract, and avoid or overcome in the carryingout of its obligations hereunder.

17.3.Force Majeure shall not include insufficiency of funds or failure tomake any payment required hereunder.

b. No Breach ofContract

17.4.The failure of a Party to fulfill any of its obligations hereunder shallnot be considered to be a breach of, or default under, this Contract insofaras such inability arises from an event of Force Majeure, provided that theParty affected by such an event has taken all reasonable precautions, duecare and reasonable alternative measures, all with the objective of carryingout the terms and conditions of this Contract.


c. Measures tobe Taken

17.5. A Party affected by an event of Force Majeure shall continue toperform its obligations under the Contract as far as is reasonably practical,and shall take all reasonable measures to minimize the consequences of anyevent of Force Majeure.

17.6.A Party affected by an event of Force Majeure shall notify the otherParty of such event as soon as possible, and in any case not later thanfourteen (14) calendar days following the occurrence of such event,providing evidence of the nature and cause of such event, and shall similarlygive written notice of the restoration of normal conditions as soon aspossible.

17.7.Any period within which a Party shall, pursuant to this Contract,complete any action or task, shall be extended for a period equal to the timeduring which such Party was unable to perform such action as a result ofForce Majeure.

17.8.During the period of their inability to perform the Services as a resultof an event of Force Majeure, the Consultant, upon instructions by theClient, shall either:

(a) demobilize, in which case the Consultant shall be reimbursed foradditional costs they reasonably and necessarily incurred, and, ifrequired by the Client, in reactivating the Services; or

(b) continue with the Services to the extent reasonably possible, inwhich case the Consultant shall continue to be paid under theterms of this Contract and be reimbursed for additional costsreasonably and necessarily incurred.

17.9. In the case of disagreement between the Parties as to the existence orextent of Force Majeure, the matter shall be settled according to ClausesGCC 44 & 45.

Suspension 18.1. The Client may, by written notice of suspension to the Consultant,suspend all payments to the Consultant hereunder if the Consultant fails toperform any of its obligations under this Contract, including the carryingout of the Services, provided that such notice of suspension (i) shall specifythe nature of the failure, and (ii) shall request the Consultant to remedy suchfailure within a period not exceeding thirty (30) calendar days after receiptby the Consultant of such notice of suspension.

Termination 19.1. This Contract may be terminated by either Party as per provisionsset up below:

a. By the Client 19.1.1. The Client may terminate this Contract in case of theoccurrence of any of the events specified in paragraphs (a) through (f)of this Clause. In such an occurrence the Client shall give at least thirty(30) calendar days’ written notice of termination to the Consultant incase of the events referred to in (a) through (d); at least sixty (60)calendar days’ written notice in case of the event referred to in (e); and


at least five (5) calendar days’ written notice in case of the eventreferred to in (f):

(a) If the Consultant fails to remedy a failure in the performance ofits obligations hereunder, as specified in a notice of suspensionpursuant to Clause GCC 18;

(b) If the Consultant becomes (or, if the Consultant consists of morethan one entity, if any of its members becomes) insolvent orbankrupt or enter into any agreements with their creditors forrelief of debt or take advantage of any law for the benefit ofdebtors or go into liquidation or receivership whethercompulsory or voluntary;

(c) If the Consultant fails to comply with any final decision reachedas a result of arbitration proceedings pursuant to Clause GCC45.1;

(d) If, as the result of Force Majeure, the Consultant is unable toperform a material portion of the Services for a period of notless than sixty (60) calendar days;

(e) If the Client, in its sole discretion and for any reasonwhatsoever, decides to terminate this Contract;

(f) If the Consultant fails to confirm availability of Key Experts asrequired in Clause GCC 13.

19.1.2. Furthermore, if the Client determines that the Consultant hasengaged in corrupt, fraudulent, collusive, coercive practices, incompeting for or in executing the Contract, then the Client may, aftergiving fourteen (14) calendar days written notice to the Consultant,terminate the Consultant's employment under the Contract.

b. By theConsultant

19.1.3. The Consultant may terminate this Contract, by not less thanthirty (30) calendar days’ written notice to the Client, in case of theoccurrence of any of the events specified in paragraphs (a) through (d)of this Clause.

(a) If the Client fails to pay any money due to the Consultantpursuant to this Contract and not subject to dispute pursuant toClause GCC 45.1 within forty-five (45) calendar days afterreceiving written notice from the Consultant that such paymentis overdue.

(b) If, as the result of Force Majeure, the Consultant is unable toperform a material portion of the Services for a period of not lessthan sixty (60) calendar days.

(c) If the Client fails to comply with any final decision reached as aresult of arbitration pursuant to Clause GCC 45.1.


(d) If the Client is in material breach of its obligations pursuant tothis Contract and has not remedied the same within forty-five(45) days (or such longer period as the Consultant may havesubsequently approved in writing) following the receipt by theClient of the Consultant’s notice specifying such breach.

c. Cessation ofRights andObligations

19.1.4. Upon termination of this Contract pursuant to Clauses GCC12 or GCC 19 hereof, or upon expiration of this Contract pursuant toClause GCC 14, all rights and obligations of the Parties hereundershall cease, except (i) such rights and obligations as may have accruedon the date of termination or expiration, (ii) the obligation ofconfidentiality set forth in Clause GCC 22, (iii) the Consultant’sobligation to permit inspection, copying and auditing of their accountsand records set forth in Clause GCC 25, and (iv) any right which aParty may have under the Applicable Law.

d. Cessation ofServices

19.1.5. Upon termination of this Contract by notice of either Partyto the other pursuant to Clauses GCC 19a or GCC 19b, the Consultantshall, immediately upon dispatch or receipt of such notice, take allnecessary steps to bring the Services to a close in a prompt and orderlymanner and shall make every reasonable effort to keep expendituresfor this purpose to a minimum. With respect to documents prepared bythe Consultant and equipment and materials furnished by the Client,the Consultant shall proceed as provided, respectively, by ClausesGCC 27 or GCC 28.

e. PaymentuponTermination

19.1.6. Upon termination of this Contract, the Client shall make thefollowing payments to the Consultant:

(a) payment for Services satisfactorily performed prior to theeffective date of termination; and

(b) in the case of termination pursuant to paragraphs (d) and (e) ofClause GCC 19.1.1, reimbursement of any reasonable costincidental to the prompt and orderly termination of this Contract,including the cost of the return travel of the Experts.

C. OBLIGATIONS OF THE CONSULTANT

General

a. Standard ofPerformance

20.1 The Consultant shall perform the Services and carry out the Serviceswith all due diligence, efficiency and economy, in accordance with generallyaccepted professional standards and practices, and shall observe soundmanagement practices, and employ appropriate technology and safe andeffective equipment, machinery, materials and methods. The Consultant shallalways act, in respect of any matter relating to this Contract or to the Services,as a faithful adviser to the Client, and shall at all times support and safeguardthe Client’s legitimate interests in any dealings with the third parties.


20.2. The Consultant shall employ and provide such qualified andexperienced Experts and Sub-consultants as are required to carry out theServices.

20.3. The Consultant may subcontract part of the Services to an extent andwith such Key Experts and Sub-consultants as may be approved in advanceby the Client. Notwithstanding such approval, the Consultant shall retain fullresponsibility for the Services.

b. LawApplicable toServices

20.4. The Consultant shall perform the Services in accordance with theContract and the Applicable Law and shall take all practicable steps to ensurethat any of its Experts and Sub-consultants, comply with the Applicable Law.

20.5. Throughout the execution of the Contract, the Consultant shallcomply with the import of goods and services prohibitions in the Client’scountry when

(a) as a matter of law or official regulations, the Client’s countryprohibits commercial relations with that country; or

(b) by an act of compliance with a decision of the United NationsSecurity Council taken under Chapter VII of the Charter of theUnited Nations, the Borrower’s Country prohibits any import ofgoods from that country or any payments to any country, person,or entity in that country.

20.6. The Client shall notify the Consultant in writing of relevant localcustoms, and the Consultant shall, after such notification, respect suchcustoms.

Conflict of Interests 21.1. The Consultant shall hold the Client’s interests paramount, withoutany consideration for future work, and strictly avoid conflict with otherassignments or their own corporate interests.

a. ConsultantNot to BenefitfromCommissions,Discounts, etc.

21.1.1 The payment of the Consultant pursuant to GCC F (ClausesGCC 38 through 42) shall constitute the Consultant’s only payment inconnection with this Contract and, subject to Clause GCC 21.1.3, theConsultant shall not accept for its own benefit any trade commission,discount or similar payment in connection with activities pursuant tothis Contract or in the discharge of its obligations hereunder, and theConsultant shall use its best efforts to ensure that any Sub-consultants,as well as the Experts and agents of either of them, similarly shall notreceive any such additional payment.

21.1.2 Furthermore, if the Consultant, as part of the Services, hasthe responsibility of advising the Client on the procurement of goods,works or services, the Consultant shall comply with the ORIO’sApplicable Guidelines, and shall at all times exercise suchresponsibility in the best interest of the Client. Any discounts orcommissions obtained by the Consultant in the exercise of suchprocurement responsibility shall be for the account of the Client.


b. Consultantand AffiliatesNot to Engagein CertainActivities

21.1.3 The Consultant agrees that, during the term of this Contractand after its termination, the Consultant and any entity affiliated withthe Consultant, as well as any Sub-consultants and any entity affiliatedwith such Sub-consultants, shall be disqualified from providing goods,works or non-consulting services resulting from or directly related tothe Consultant’s Services for the preparation or implementation of theproject, unless otherwise indicated in the SCC.

c. Prohibition ofConflictingActivities

21.1.4 The Consultant shall not engage, and shall cause itsExperts as well as its Sub-consultants not to engage, either directlyor indirectly, in any business or professional activities that wouldconflict with the activities assigned to them under this Contract.

d. Strict Duty toDiscloseConflictingActivities

21.1.5 The Consultant has an obligation and shall ensure that itsExperts and Sub-consultants shall have an obligation to disclose anysituation of actual or potential conflict that impacts their capacity toserve the best interest of their Client, or that may reasonably beperceived as having this effect. Failure to disclose said situationsmay lead to the disqualification of the Consultant or the terminationof its Contract.

Confidentiality 22.1 Except with the prior written consent of the Client, the Consultantand the Experts shall not at any time communicate to any person or entityany confidential information acquired in the course of the Services, norshall the Consultant and the Experts make public the recommendationsformulated in the course of, or as a result of, the Services.

Liability of theConsultant

23.1 Subject to additional provisions, if any, set forth in the SCC, theConsultant’s liability under this Contract shall be as determined under theApplicable Law.

Insurance to beTaken out by theConsultant

24.1 The Consultant (i) shall take out and maintain, and shall cause anySub-consultants to take out and maintain, at its (or the Sub-consultants’, asthe case may be) own cost but on terms and conditions approved by the Client,insurance against the risks, and for the coverage specified in the SCC, and(ii) at the Client’s request, shall provide evidence to the Client showing thatsuch insurance has been taken out and maintained and that the currentpremiums therefore have been paid. The Consultant shall ensure that suchinsurance is in place prior to commencing the Services as stated in ClauseGCC 13.

Accounting,Inspection andAuditing

25.1 The Consultant shall keep, and shall make all reasonable efforts tocause its Sub-consultants to keep, accurate and systematic accounts andrecords in respect of the Services and in such form and detail as will clearlyidentify relevant time changes and costs.

25.2 The Consultant shall permit and shall cause its Sub-consultants topermit, ORIO and/or persons appointed by ORIO to inspect the Site and/orall accounts and records relating to the performance of the Contract and thesubmission of the Proposal to provide the Services, and to have suchaccounts and records audited by auditors appointed by ORIO if requested byORIO. The Consultant’s attention is drawn to Clause GCC 10 which


provides, inter alia, that acts intended to materially impede the exercise ofORIO’s inspection and audit rights provided for under this Clause GCC25.2constitute a prohibited practice subject to contract termination (as well as toa determination of ineligibility under ORIO’s prevailing sanctionsprocedures.)

ReportingObligations

26.1 The Consultant shall submit to the Client the reports and documentsspecified in Appendix A, in the form, in the numbers and within the timeperiods set forth in the said Appendix.

Proprietary Rights ofthe Client in Reportsand Records

27.1 Unless otherwise indicated in the SCC, all reports and relevant dataand information such as maps, diagrams, plans, databases, other documentsand software, supporting records or material compiled or prepared by theConsultant for the Client in the course of the Services shall be confidentialand become and remain the absolute property of the Client. The Consultantshall, not later than upon termination or expiration of this Contract, deliverall such documents to the Client, together with a detailed inventory thereof.The Consultant may retain a copy of such documents, data and/or softwarebut shall not use the same for purposes unrelated to this Contract without priorwritten approval of the Client.

27.2 If license agreements are necessary or appropriate between theConsultant and third parties for purposes of development of the plans,drawings, specifications, designs, databases, other documents and software, theConsultant shall obtain the Client’s prior written approval to such agreements,and the Client shall be entitled at its discretion to require recovering theexpenses related to the development of the program(s) concerned. Otherrestrictions about the future use of these documents and software, if any, shallbe specified in the SCC.

Equipment, Vehiclesand Materials

28.1 Equipment, vehicles and materials made available to the Consultantby the Client, or purchased by the Consultant wholly or partly with fundsprovided by the Client, shall be the property of the Client and shall be markedaccordingly. Upon termination or expiration of this Contract, the Consultantshall make available to the Client an inventory of such equipment, vehiclesand materials and shall dispose of such equipment, vehicles and materials inaccordance with the Client’s instructions. While in possession of suchequipment, vehicles and materials, the Consultant, unless otherwiseinstructed by the Client in writing, shall insure them at the expense of theClient in an amount equal to their full replacement value.

28.2 Any equipment or materials brought by the Consultant or its Expertsinto the Client’s country for the use either for the project or personal use shallremain the property of the Consultant or the Experts concerned, as applicable.

D. CONSULTANT’S EXPERTS AND SUB-CONSULTANTS

Description of KeyExperts

29.1 The title, agreed job description, minimum qualification andestimated period of engagement to carry out the Services of each of theConsultant’s Key Experts are described in Appendix B.


Replacement of KeyExperts

30.1 Except as the Client may otherwise agree in writing, no changesshall be made in the Key Experts.

30.2 Notwithstanding the above, the substitution of Key Experts duringContract execution may be considered only based on the Consultant’swritten request and due to circumstances outside the reasonable control ofthe Consultant, including but not limited to death or medical incapacity. Insuch case, the Consultant shall forthwith provide as a replacement, a personof equivalent or better qualifications and experience, and at the same rate ofremuneration.

Removal of Expertsor Sub-consultants

31.1 If the Client finds that any of the Experts or Sub-consultant hascommitted serious misconduct or has been charged with having committeda criminal action, or shall the Client determine that Consultant’s Expert ofSub-consultant have engaged in corrupt, fraudulent, collusive, coercivepractice while performing the Services, the Consultant shall, at the Client’swritten request, provide a replacement.

31.2 In the event that any of Key Experts, Non-Key Experts or Sub-consultants is found by the Client to be incompetent or incapable indischarging assigned duties, the Client, specifying the grounds therefore, mayrequest the Consultant to provide a replacement.

31.3 Any replacement of the removed Experts or Sub-consultants shallpossess better qualifications and experience and shall be acceptable to theClient.

31.4 The Consultant shall bear all costs arising out of or incidental to anyremoval and/or replacement of such Experts.

E. OBLIGATIONS OF THE CLIENT

Assistance andExemptions

32.1 Unless otherwise specified in the SCC, the Client shall use its bestefforts to:

(a) Assist the Consultant with obtaining work permits and such otherdocuments as shall be necessary to enable the Consultant to performthe Services.

(b) Assist the Consultant with promptly obtaining, for the Experts and, ifappropriate, their eligible dependents, all necessary entry and exitvisas, residence permits, exchange permits and any other documentsrequired for their stay in the Client’s country while carrying out theServices under the Contract.

(c) Issue to officials, agents and representatives of the Government allsuch instructions and information as may be necessary or appropriatefor the prompt and effective implementation of the Services.

(d) Provide to the Consultant any such other assistance as may be specifiedin the SCC.


Access to Project Site 33.1 The Client warrants that the Consultant shall have, free of charge,unimpeded access to the project site in respect of which access is requiredfor the performance of the Services. The Client will be responsible for anydamage to the project site or any property thereon resulting from such accessand will indemnify the Consultant and each of the experts in respect ofliability for any such damage, unless such damage is caused by the willfuldefault or negligence of the Consultant or any Sub-consultants or the Expertsof either of them.

Change in theApplicable LawRelated to Taxes andDuties

34.1 If, after the date of this Contract, there is any change in the applicablelaw in the Client’s country with respect to taxes and duties which increasesor decreases the cost incurred by the Consultant in performing the Services,then the remuneration and reimbursable expenses otherwise payable to theConsultant under this Contract shall be increased or decreased accordinglyby agreement between the Parties hereto, and corresponding adjustmentsshall be made to the Contract price amount specified in Clause GCC 38.1

Services, Facilitiesand Property of theClient

35.1 The Client shall make available to the Consultant and the Experts,for the purposes of the Services and free of any charge, the services, facilitiesand property described in the Terms of Reference (Appendix A) at the timesand in the manner specified in said Appendix A.

CounterpartPersonnel

36.1 The Client shall make available to the Consultant free of chargesuch professional and support counterpart personnel, to be nominated by theClient with the Consultant’s advice, if specified in Appendix A.

36.2 Professional and support counterpart personnel, excluding Client’sliaison personnel, shall work under the exclusive direction of the Consultant.If any member of the counterpart personnel fails to perform adequately anywork assigned to such member by the Consultant that is consistent with theposition occupied by such member, the Consultant may request thereplacement of such member, and the Client shall not unreasonably refuseto act upon such request.

Payment Obligation 37.1 In consideration of the Services performed by the Consultant underthis Contract, the Client shall make such payments to the Consultant for thedeliverables specified in Appendix A and in such manner as is provided byGCC F below.

F. PAYMENTS TO THE CONSULTANT

Contract Price 38.1 The Contract price is fixed and is set forth in the SCC. The Contractprice breakdown is provided in Appendix C.

38.2 Any change to the Contract price specified in Clause 38.1 can bemade only if the Parties have agreed to the revised scope of Services pursuantto Clause GCC 16 and have amended in writing the Terms of Reference inAppendix A.


Taxes and Duties 39.1 The Consultant, Sub-consultants and Experts are responsible formeeting any and all tax liabilities arising out of the Contract unless it is statedotherwise in the SCC.

39.2 As an exception to the above and as stated in the SCC, all localidentifiable indirect taxes (itemized and finalized at Contract negotiations)are reimbursed to the Consultant or are paid by the Client on behalf of theConsultant.

Currency of Payment 40.1 Any payment under this Contract shall be made in the currenciesof the Contract.

Mode of Billing andPayment

41.1 The total payments under this Contract shall not exceed the Contractprice set forth in Clause GCC 38.1.

41.2 The payments under this Contract shall be made in lump-suminstallments against deliverables specified in Appendix A. The paymentswill be made according to the payment schedule stated in the SCC.

41.2.1 Advance payment: Unless otherwise indicated in the SCC, anadvance payment shall be made against an advance payment bankguarantee acceptable to the Client in an amount (or amounts) and incurrencies specified in the SCC. Such guarantee (i) is to remaineffective until the advance payment has been fully set off, and (ii) is tobe in the form set forth in Appendix D, or in such other form as theClient shall have approved in writing. The advance payments will beset off by the Client in equal portions against the lump-sum installmentsspecified in the SCC until said advance payments have been fully setoff.

41.2.2 The Lump-Sum Installment Payments. The Client shall paythe Consultant within sixty (60) days after the receipt by the Client ofthe deliverable(s) and the cover invoice for the related lump-suminstallment payment. The payment can be withheld if the Client doesnot approve the submitted deliverable(s) as satisfactory in which casethe Client shall provide comments to the Consultant within the samesixty (60) days period. The Consultant shall thereupon promptly makeany necessary corrections, and thereafter the foregoing process shallbe repeated.

41.2.3 The Final Payment .The final payment under this Clause shallbe made only after the final report l have been submitted by the Consultantand approved as satisfactory by the Client. The Services shall then bedeemed completed and finally accepted by the Client. The last lump-suminstallment shall be deemed approved for payment by the Client withinninety (90) calendar days after receipt of the final report by the Clientunless the Client, within such ninety (90) calendar day period, giveswritten notice to the Consultant specifying in detail deficiencies in theServices, the final report. The Consultant shall thereupon promptlymake any necessary corrections, and thereafter the foregoing processshall be repeated.


41.2.4 All payments under this Contract shall be made to theaccounts of the Consultant specified in the SCC.

41.2.5 With the exception of the final payment under 41.2.3 above,payments do not constitute acceptance of the whole Services nor relievethe Consultant of any obligations hereunder.

Interest on DelayedPayments

42.1 If the Client had delayed payments beyond thirteen (30) days afterthe due date stated in Clause GCC 41.2.2, interest shall be paid to theConsultant on any amount due by, not paid on, such due date for each day ofdelay at the annual rate stated in the SCC.

G. FAIRNESS AND GOOD FAITH

Good Faith 43.1 The Parties undertake to act in good faith with respect to eachother’s rights under this Contract and to adopt all reasonable measures toensure the realization of the objectives of this Contract.

H. SETTLEMENT OF DISPUTES

Amicable Settlement 44.1 The Parties shall seek to resolve any dispute amicably by mutualconsultation.

44.2 If either Party objects to any action or inaction of the other Party, theobjecting Party may file a written Notice of Dispute to the other Partyproviding in detail the basis of the dispute. The Party receiving the Notice ofDispute will consider it and respond in writing within fourteen (14) days afterreceipt. If that Party fails to respond within fourteen (14) days, or the disputecannot be amicably settled within fourteen (14) days following the responseof that Party.

Dispute Resolution 45.1 Any dispute between the Parties arising under or related to thisContract that cannot be settled amicably may be referred to by either Partyto the adjudication/arbitration in accordance with the provisions specified inthe SCC.

I. ELIGIBILITY

Eligibility 46.1 Compliance with ORIO’s eligibility policy is required throughout theContract’s execution. This entails that

During the execution of the contract, the bidders as well as its personnel,agents, sub-consultants, sub-contractors, service providers, suppliersand/or their employees will observe the IFC Performance Standards 2012and the conventions of the International Labour Organization.

Neither the bidder nor its sub-contractors, service providers and/or itssuppliers uses forced and/or child labour, as defined in the ILO


Conventions 29, 105, 138 and 182. Neither the bidders nor any of its personnel, agents, sub-consultants,

sub-contractors, service providers and/or its suppliers have beenengaged, directly or indirectly, in bribery or any other illegal, corrupt,fraudulent, collusive, coercive or obstructive practices in competing forthe contract in question

During the execution of the contract, the bidders as well as itspersonnel, agents, sub-consultants, sub-contractors, service providers,suppliers and/or their employees will observe the OECD Guidelines forMultinational Enterprises (2011 edition)

Bidders will have to guarantee full compliance to all these standardsthrough declaration that is submitted with their bid.

II. General Conditions of Contract – Attachment 1 Lump-Sum

II. General Conditions

Attachment 1: ORIO’s Policy – Corrupt and FraudulentPractices

ORIO’s anticorruption policy requires that borrowers (including beneficiaries of ORIO-financed activity), as well as consultants under ORIO-financed contracts, observe the higheststandard of ethics during the selection process and in execution of such contracts. In pursuanceof this policy, in the context of these Guidelines, ORIO

(a) defines, for the purposes of this provision, the terms set forth below as follows:

(i) A “corrupt practice” is the offering, giving, receiving, or soliciting, directly orindirectly, anything of value to influence improperly the actions of anotherparty;

(ii) A “fraudulent practice” is any action or omission, including amisrepresentation, that knowingly or recklessly misleads, or attempts tomislead, a party to obtain a financial or other benefit or to avoid an obligation;

(iii) A “coercive practice” is impairing or harming, or threatening to impair or harm,directly or indirectly, any party or the property of the party to influenceimproperly the actions of a party;

(iv) A “collusive practice” is an arrangement between two or more parties designedto achieve an improper purpose, including influencing improperly the actionsof another party;

(v) Abuse, this is theft, waste, or improper use of assets related to ORIO-relatedactivity, either committed intentionally or through reckless disregard;

(vi) Conflict of interest, which is any situation in which a party has interests thatcould improperly influence a party’s performance of official duties orresponsibilities, contractual obligations, or compliance with applicable laws andregulations;

(vii) “obstructive practice” is a) deliberately destroying, falsifying, altering orconcealing of evidence material to the investigation or making false statementsto investigators in order to materially impede an ORIO investigation; b) makingfalse statements to investigators in order to materially impede an ORIOinvestigation; c) threatening, harassing, or intimidating any party to prevent itfrom disclosing its knowledge of matters relevant to the investigation or frompursuing the investigation, or d) materially impeding ORIO’s contractual rightsof audit or access to information.

(viii) These terms collectively are called “integrity violations.”

II. General Conditions of Contract – Attachment 1 Lump-Sum

(b) will reject a proposal for an award if it determines that the consultant recommended forthe award has directly, or through an agent, engaged in integrity violations in competingfor the contract in question;

(c) will cancel the portion of the financing allocated to a contract if it determines at anytime that representatives of the borrower of ORIO financing engaged in integrityviolations during the consultant selection process or the execution of that contract,without the borrower having taken timely and appropriate action satisfactory to ORIOto remedy the situation; and

(d) will sanction a firm or individual, at any time, in accordance with ORIO’sAnticorruption Policy and Integrity Principles and Guidelines (both as amended fromtime to time), including declaring ineligible, either indefinitely or for a stated period oftime, such consulting firm, individual or successor from participation in ORIO-financed or ORIO-administered activities or to benefit from an ORIO-financed orORIO-administered contract, financially or otherwise, if it at any time determines thatthe firm or individual has, directly or through an agent, engaged in integrity violationsor other prohibited practices.

III. Special Conditions of Contract Lump-Sum

III. Special Conditions of Contract

Number of GCClause

Amendments of, and Supplements to, Clauses in the General Conditionsof Contract

1.1(b) and 3.1 The Contract shall be construed in accordance with the law of:

Georgia

4.1 The language is:

Both Georgian and English. All documents will have to be produced in bothGeorgian and English. In case of any deviations, the Georgian text is binding.

6.1 and 6.2 The addresses are:

Client : Georgian Amelioration LTDMarshal Gelovani Ave 6,Postal Code 0159 Tbilisi,Republic of Georgia

Attention : Levan Dvali

Consultant :

Attention :Facsimile :E-mail:

8.1 [Note: If the Consultant consists only of one entity, state “N/A”;ORIf the Consultant is a Consortium consisting of more than one entity, the nameof the consortium member whose address is specified in Clause SCC6.1 shouldbe inserted here. ]The Lead Member on behalf of the consortium is _________________________________________ [insert name of the member]

9.1 The Authorized Representatives are:

For the Client: Levan Dvali, General Director

For the Consultant: [name, title]

11.1 The effectiveness conditions are the following:

The advance payment is subject to a bank guarantee for the sameamount, that is fully compliant with the corresponding Georgian legalrequirements;


The execution of and payments for the deliverables 3 and 4 are subjectto the go / no-go decision of ORIO after receipt of deliverables 1 and2.

12.1 Termination of Contract for Failure to Become Effective:

The time period shall be Three months

13.1 Commencement of Services:

The number of days shall be Ten days

14.1 Expiration of Contract:

The time period shall be Fifteen months

21 b. The Client reserves the right to determine on a case-by-case basiswhether the Consultant should be disqualified from providing goods,works or non-consulting services due to a conflict of a nature describedin Clause GCC 21.1.3

Yes

23.1 No additional provisions.

24.1 The insurance coverage against the risks shall be as follows:

(a) Professional liability insurance, with a minimum coverage of 1.6million Euro;

(b) Third Party motor vehicle liability insurance in respect of motorvehicles operated in the Client’s country by the Consultant or itsExperts or Sub-consultants, in accordance with the applicable law inthe Client’s country;

(c) Third Party liability insurance, with a minimum coverage of inaccordance with the applicable law in the Client’s country;

(d) Employer’s liability and workers’ compensation insurance in respectof the experts and Sub-consultants in accordance with the relevantprovisions of the applicable law in the Client’s country, as well as,with respect to such Experts, any such life, health, accident, travel orother insurance as may be appropriate.

27.1 Not applicable

27.2 Not applicable


32.1(a) through (e)

Not applicable

32.1(f) Not applicable

38.1 The Contract price is: ____________________ [insert amount and currencyfor each currency as applicable] inclusive of local indirect taxes.

Any indirect local taxes chargeable in respect of this Contract for the Servicesprovided by the Consultant shall be paid by the Client for the Consultant.

39.1 and 39.2 The Client warrants that the Client shall pay on behalf of the Consultant, theSub-consultants and the Experts any indirect taxes, duties, fees, levies andother impositions imposed, under the applicable law in the Client’s country,on the Consultant, the Sub-consultants and the Experts in respect of:

(a) any payments whatsoever made to the Consultant, Sub-consultants andthe Experts (other than nationals or permanent residents of the Client’scountry), in connection with the carrying out of the Services;

(b) any equipment, materials and supplies brought into the Client’s countryby the Consultant or Sub-consultants for the purpose of carrying out theServices and which, after having been brought into such territories, willbe subsequently withdrawn by them;

(c) any equipment imported for the purpose of carrying out the Services andpaid for out of funds provided by the Client and which is treated asproperty of the Client;

(d) any property brought into the Client’s country by the Consultant, anySub-consultants or the Experts (other than nationals or permanentresidents of the Client’s country), or the eligible dependents of suchexperts for their personal use and which will subsequently be withdrawnby them upon their respective departure from the Client’s country,provided that:

i) the Consultant, Sub-consultants and experts shall follow theusual customs procedures of the Client’s country in importingproperty into the Client’s country; and

ii) if the Consultant, Sub-consultants or Experts do not withdrawbut dispose of any property in the Client’s country upon whichcustoms duties and taxes have been exempted, the Consultant,Sub-consultants or Experts, as the case may be, (a) shall bearsuch customs duties and taxes in conformity with theregulations of the Client’s country, or (b) shall reimburse themto the Client if they were paid by the Client at the time theproperty in question was brought into the Client’s country.

41.2 The payment schedule:


Payment of installments shall follow and payment schedule for the deliverablesand the conditions specified in the Terms of Reference in Appendix A

41.2.1 The following provisions shall apply to the advance payment and the advancebank payment guarantee:

(1) An advance payment [of [insert amount] in local or foreign currencyshall be made within 30 days after the receipt of an advance bankpayment guarantee by the Client. The advance payment will be set offby the Client in equal portions against the other payments in the paymentschedule.

(2) The advance bank payment guarantee shall be in the amount and in thecurrency of the advance payment.

(3) The bank guarantee will be released when the advance payment has beenfully set off.

41.2.4 The accounts are:

for foreign currency: [insert account].for local currency: [insert account].

42.1 The interest rate is: [insert rate].

45.1 Disputes shall be settled by arbitration in accordance with the followingprovisions:

1. Selection of Arbitrators. Each dispute submitted by a Party to arbitrationshall be heard by a sole arbitrator or an arbitration panel composed ofthree (3) arbitrators, in accordance with the following provisions:

(a) Where the Parties agree that the dispute concerns a technicalmatter, they may agree to appoint a sole arbitrator or, failingagreement on the identity of such sole arbitrator within thirty (30)days after receipt by the other Party of the proposal of a name forsuch an appointment by the Party who initiated the proceedings,either Party may apply to the Federation Internationale desIngenieurs-Conseil (FIDIC) of Lausanne, Switzerland for a list ofnot fewer than five (5) nominees and, on receipt of such list, theParties shall alternately strike names therefrom, and the lastremaining nominee on the list shall be the sole arbitrator for thematter in dispute. If the last remaining nominee has not beendetermined in this manner within sixty (60) days of the date of thelist, the Federation Internationale des Ingenieurs-Conseil (FIDIC)of Lausanne, Switzerland shall appoint, upon the request of eitherParty and from such list or otherwise, a sole arbitrator for thematter in dispute.

(b) Where the Parties do not agree that the dispute concerns atechnical matter, the Client and the Consultant shall each appoint


one (1) arbitrator, and these two arbitrators shall jointly appoint athird arbitrator, who shall chair the arbitration panel. If thearbitrators named by the Parties do not succeed in appointing athird arbitrator within thirty (30) days after the latter of the two (2)arbitrators named by the Parties has been appointed, the thirdarbitrator shall, at the request of either Party, be appointed by theSecretary General of the Permanent Court of Arbitration, TheHague.

(c) If, in a dispute subject to paragraph (b) above, one Party fails toappoint its arbitrator within thirty (30) days after the other Partyhas appointed its arbitrator, the Party which has named anarbitrator may apply to the Secretary General of the PermanentCourt of Arbitration, The Hague to appoint a sole arbitrator for thematter in dispute, and the arbitrator appointed pursuant to suchapplication shall be the sole arbitrator for that dispute.

2. Rules of Procedure. Except as otherwise stated herein, arbitrationproceedings shall be conducted in accordance with the rules ofprocedure for arbitration of the United Nations Commission onInternational Trade Law (UNCITRAL) as in force on the date of thisContract.

3. Substitute Arbitrators. If for any reason an arbitrator is unable toperform his/her function, a substitute shall be appointed in the samemanner as the original arbitrator.

4. Nationality and Qualifications of Arbitrators. The sole arbitrator or thethird arbitrator appointed pursuant to paragraphs 1(a) through 1(c) aboveshall be an internationally recognized legal or technical expert withextensive experience in relation to the matter in dispute and shall not bea national of the Consultant’s home country [Note: If the Consultantconsists of more than one entity, add: or of the home country of any oftheir members or Parties] or of the Government’s country. For thepurposes of this Clause, “home country” means any of:

(a) the country of incorporation of the Consultant [Note: If theConsultant consists of more than one entity, add: or of any of theirmembers or Parties]; or

(b) the country in which the Consultant’s [or any of their members’or Parties’] principal place of business is located; or

(c) the country of nationality of a majority of the Consultant’s [or ofany members’ or Parties’] shareholders; or

(d) the country of nationality of the Sub-consultants concerned, wherethe dispute involves a subcontract.

5. Miscellaneous. In any arbitration proceeding hereunder:


(a) proceedings shall, unless otherwise agreed by the Parties, be heldin the Netherlands;

(b) the English language shall be the official language for allpurposes; and

(c) the decision of the sole arbitrator or of a majority of the arbitrators(or of the third arbitrator if there is no such majority) shall be finaland binding and shall be enforceable in any court of competentjurisdiction, and the Parties hereby waive any objections to orclaims of immunity in respect of such enforcement.

IV. AppendicesAPPENDIX A – TERMS OF REFERENCE

[Note: This Appendix includes the final Terms of Reference (TORs) worked out by the Clientand approved by ORIO]

………………………………………………………………………………………………

APPENDIX B - KEY EXPERTS

[Insert the staff deployment table and signed key experts’ CVs from the Consultant’s TechnicalProposal]

……………………………………………………………………………………………………

APPENDIX C – BREAKDOWN OF CONTRACT PRICE

[Insert the table from the financial bid with the unit rates to arrive at the breakdown of the lump-sum price].

APPENDIX D - FORM OF ADVANCE PAYMENTS GUARANTEE

[Note: See Clause GCC 41.2.1 and SCC 41.2.1]

{Guarantor letterhead or SWIFT identifier code}

Bank Guarantee for Advance Payment

Guarantor: _____________________________ [insert commercial Bank’s Name, andAddress of Issuing Branch or Office]

Beneficiary: _________________ [name and address of Client]

Date: ________________ [insert date]

ADVANCE PAYMENT GUARANTEE No.: _________________ [insert number]

We have been informed that ____________ [name of Consultant or a name of the Consortium,same as appears on the signed Contract] (hereinafter called "the Consultant") has entered intoContract No. _____________ [reference number of the contract] dated ____________ [insertdate] with the Beneficiary, for the provision of __________________ [brief description ofServices] (hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, an advancepayment in the sum of ___________ [insert amount in figures] ( ) [amount inwords] is to be made against an advance payment guarantee.

At the request of the Consultant, we, as Guarantor, hereby irrevocably undertake to pay theBeneficiary any sum or sums not exceeding in total an amount of ___________ [amount infigures] ( ) [amount in words]1 upon receipt by us of the Beneficiary’s complyingdemand supported by the Beneficiary’s written statement, whether in the demand itself or in aseparate signed document accompanying or identifying the demand, stating that the Consultantis in breach of their obligation under the Contract because the Consultant has failed to repaythe advance payment in accordance with the Contract conditions, specifying the amount whichthe Consultant has filed to repay.

It is a condition for any claim and payment under this guarantee to be made that the advancepayment referred to above must have been received by the Consultant on their account number___________ at _________________ [name and address of bank].

1 The Guarantor shall insert an amount representing the amount of the advance payment and denominated eitherin the currency(ies) of the advance payment as specified in the Contract, or in a freely convertible currencyacceptable to the Client.

IV. Appendices

38 | P a g e

The maximum amount of this guarantee shall be progressively reduced by the amount of theadvance payment repaid by the Consultant as indicated in certified statements or invoicesmarked as “paid” by the Client which shall be presented to us. This guarantee shall expire, atthe latest, upon our receipt of the payment certificate or paid invoice indicating that theConsultant has made full repayment of the amount of the advance payment, or on the __ day of___________ [month], _____ [year],2 whichever is earlier. Consequently, any demand forpayment under this guarantee must be received by us at this office on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010 revision,ICC Publication No. 758.

_____________________[signature(s)]

Note: All italicized text is for indicative purposes only to assist in preparing this form andshall be deleted from the final product.

APPENDIX E - BANK GUARANTEE OF THE CONTRACT PROVISION

1.1.The Supplier undertakes obligation to submit to the Purchaser bank guarantee of thecontract provision in the amount of 5% of the contract price by the moment ofsigning the contract. The guarantee period must exceed the validity period of thecontract with at least 30 calendar days. The guarantee of the contract provision willbe returned to the Supplier promptly after full delivery of the goods under thecontract and signing of an acceptance report.

1.2.In case of violation of contractual obligations undertaken by the Supplier (refuse tofulfill obligations, poor quality, poor performance, etc.), the Purchaser is allowed touse the bank guarantee at any stage of the contract.

1.3. In case if the Supplier fails to deliver the goods within the term under the Contract, the Supplier is obliged to prolong the bank guarantee of the contract provision withrelevant days, as is stipulated in paragraph 8.1.

2 Insert the expected expiration date. In the event of an extension of the time for completion of the Contract, theClient would need to request an extension of this guarantee from the Guarantor. Such request must be in writingand must be made prior to the expiration date established in the guarantee. In preparing this guarantee, the Clientmight consider adding the following text to the form, at the end of the penultimate paragraph: “The Guarantoragrees to a one-time extension of this guarantee for a period not to exceed [six months][one year], in responseto the Client’s written request for such extension, such request to be presented to the Guarantor before the expiryof the guarantee.”

IV. Appendices

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APPENDIX F – COMPLIANCE FORMS

[Insert the signed compliance forms in which the bidder declares that

During the execution of the contract, the bidder as well as its personnel, agents, sub-consultants, sub-contractors, service providers, suppliers and/or their employees will observe the IFC PerformanceStandards 2012 and the conventions of the International Labour Organization.

Neither the bidder nor its sub-contractors, service providers and/or its suppliers uses forced and/orchild labour, as defined in the ILO Conventions 29, 105, 138 and 182.

Neither the bidders nor any of its personnel, agents, sub-consultants, sub-contractors, serviceproviders and/or its suppliers have been engaged, directly or indirectly, in bribery or any otherillegal, corrupt, fraudulent, collusive, coercive or obstructive practices in competing for thecontract in question

During the execution of the contract, the bidders as well as its personnel, agents, sub-consultants,sub-contractors, service providers, suppliers and/or their employees will observe the OECDGuidelines for Multinational Enterprises (2011 edition)]

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Annex # 1 – Terms of Reference

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Terms of Reference

Detailed Engineering Design’s Terms of References and Description ofthe Services to provide for the

“Rehabilitation of Zemo Samgori Irrigation System”, Georgia

(ref. ORIO13/GE/01)

A. IntroductionThe Ministry of Agriculture (MoA) in Tbilisi, Georgia has applied for a grant from the Dutch ORIOprogramme administered by Netherlands Enterprise Agency RVO, on behalf of the Ministry of ForeignAffairs, concerning a project entitled “Rehabilitation of Zemo Samgori Irrigation System” (ref.ORIO13/GE/01). The project entails the rehabilitation of Georgia’s largest irrigation and drainagesystem with a total gravity irrigation network of more than 30,000 ha. The Zemo Samgori irrigationsystem is managed by the state company Georgian Amelioration LTD (“GA”).

The Minister for Development Cooperation and International Trade has awarded applicant MoA agrant for executing the first phase, the so-called Development Phase for the project. The DevelopmentPhase is a study phase which leads to a Project Plan describing the investment and exploitation(“Implementation and O&M”) phases. Upon completion of the Development Phase ORIO will assessthe Project Plan for the subsequent Implementation and O&M Phases, and will decide on awarding agrant for these phases.

The overall objective of the Development Phase is to complete all preparatory works required for theactual implementation of the project. This will entail verification of the assumptions made during theproject preparation, updating the relevant information and obtaining detailed surveys and analysis ofthe technical, social, environmental and institutional aspects. The results of the Development phaseactivities will be elaborated in the final and comprehensive Project Implementation Plan.

MoA is seeking a Technical Consultant, which, will act as main contractor under direct responsibility of“GA”“GA” to provide input for selected tasks required in the Development Phase.

B. BackgroundGiven the fact that 55% of the Georgian population is engaged in agricultural activities, contributingonly 9% to the GDP of the country, it is evident that agricultural development is essential for theimprovement of the household income and living standard in Georgian rural areas. The advancementof the agricultural sector depends to a large degree on the timely and adequate availability of water.Obviously, it also requites agro-input supply, investments in post-harvest handling, agro-processingand/or export and functional value chains. These other aspects are covered under a variety ofprogrammes and policies of the Ministry of Agriculture, and are partially supported by the EU. TheGovernment of Georgia has very attractive incentives to attract investors with very accessible and softcredits. The irrigation water supply is however, still lagging behind as many of the existing systemshave degraded and are no longer fully functional. This has caused many smallholder farmers into rain-fed subsistence farming and livestock rearing and has restricted the development of high-value chains.


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The Zemo Samgori irrigation system is designed to provide irrigation services to an area of 30,285 hastretching out to the North-East direction of Tbilisi. It consists of a network of irrigation and drainagechannels which comprises the following elements:

Paldo headworks; Upper Main Channel with Lilo Martkopi Channel; Tbilisi reservoir; Lower Main Channel; Secondary Channels; Tertiary Channels; Drainage infrastructure.

The system receives water from the river Iori. Zemo Samgori has 82 km of main canals – 39.8 km in theUpper Main Channel and 42 km in the Lower Main Channel, and 236 km of secondary channels. Itextends from the north of Tbilisi to the east of the country. Furthermore there is 35 km of drainagecollectors, mainly in the Lower Main Channel area.

In the targeted project area of Zemo Samgori irrigation system there are estimated 27,5321agricultural households, of which 75% can be qualified as small farms and only 10% have more than4.5 ha. The main crops cultivated are: wheat, maize, Lucerne, grass, potatoes, vegetables, grapes andfruit. Approximately 15% of the farms have access to the working Zemo Samgori irrigation system (19%in the Upper Zemo Channel area and about 12% in the Lower).

Irrigation services throughout the country, including that of Zemo Samgori, deteriorated heavilyfollowing the disintegration of the Soviet Union in the 1990ies. The main reasons for this included:

1 The total area covers 30,285 ha and the Georgian average of land per farmer is 1.1 ha. Source: Geostat, 2012.


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Lack of funds. Irrigation budget decreased from USD 45 million in 1990 to USD 5 million in1993, and stayed on that level up to 2005.

Weak institutional framework. The management of the irrigation system was transferredseveral different entities in the past 20 years, with a range of organisational and financingstructures proposed and implemented as a consequence.

Weak users’ organisation and confidence. In parallel with the changes in the institutionalframework, modalities of farmer co-operation (Amelioration Associations or AA’s) weredeveloped in 2004-2006. At present, however, AA’s are not operational anymore while the feerecovery is slow and cumbersome. Farmers, however, have informal contacts with theirrigation authorities but the mutual relation has been damaged due to many years ofunreliable irrigation supply.

Poor technical state of the irrigation and drainage system. Physical deterioration of the greaterpart of the system has made it increasingly difficult to turn the trend around. Virtually nomaintenance or regular repair has been done on the system for years, leading to completefalling out of almost 100% of the pumped irrigation and 80% of the gravity irrigation.

Limited ability of farmers to pay fees. As water supply to farms has become unreliable, farmershave increasingly taken to livestock farming and cultivation of rain-fed crops. With 1.1 ha ofland per farmer on average, this kind of activities barely earns sufficient income to meet thebasic needs of farmers and their families. Payment of irrigation fees has therefore become toolarge a burden for small farmers, resulting in a very low level of income for the irrigationauthorities, which in their turn were unable to invest in the improvement of the infrastructure.

C. ProjectThe overall objective of the project is to increase the participation of economically active agriculturalfarmers in enhanced commercialisation of the rural economy in Georgia. This will be achieved throughthe rehabilitation, operation and maintenance of the Zemo Samgori irrigation system.

The project will include the following:

Infrastructural worksThis component will include the civil works needed to rehabilitate the Zemo Samgori irrigation anddrainage system. In 2007, a Feasibility study (“Feasibility Study for Rehabilitation of Zemo SamgoriIrrigation System, Jacobs UK Ltd., 2007”) was conducted in preparation of the rehabilitation of theZemo Samgori irrigation system. This study combined with other, recent studies carried out, resultedin the proposed rehabilitation of the following works:

Rehabilitation Works- Upper Main Canal

Main CanalTorcreting works, gates and valves

Lilo-Martkhopi Main CanalClearing and excavationDemolition & Concrete WorksPipesGates and SteelworkRoadworks

Secondary worksCleaning and EarthworksRoadworksDemolition and PreparationMaking Joints and SurfaceConcrete WorksSteel Gates and ValvesSteel PipeworkNew Structures

Tertiary and In-field works


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“GA”“GA” Institutionaland Capacity BuildingUASG staff at the headquarters inTbilisi and in the field office atVarketili will be trained to enhancethe public entity’s capability tomanage, operate and maintain theZemo Samgori irrigation system in asustainable manner. “GA” staff willbe trained in subjects related toadministrative and financial

management, billing and fee collection, irrigation service provision, assets operation and maintenance,customer relation management, etc. This element is important as “GA” is currently re-vitalising theestablishment of user associations. The project will provide training activities and advice to relevant“GA” staff to support the public entity in advising farmers on organisational aspects.

Extension and Participation ProgrammeTo restore the confidence of the farmers in the proposed rehabilitated irrigation infrastructure andrelated irrigation services to be provided, and to make the farmers aware of the income generatingand market opportunities of producing certain (high value) crop varieties on irrigated land, the projectwill include an extension and participation programme. This will include extension services to existingand potential users of the infrastructure on (i) efficient on-farm water-use; (ii) opportunities fordiversifying crop growing; (iii) associated agronomic practices. The extension services will be providedby extension officers made available by MoA. The services will include trainings and/ordemonstrations. The programme will be targeting the existing and potential agriculture farmers ofZemo Samgori and will aim at increasing the use of the infrastructure and the economic potential ofagricultural products. Further the programme will develop the tertiary and farm infrastructure in aparticipative way, in constant consultation with the farmers – and strengthen their organisation aswater users and their participation in irrigation water management and system maintenance.

Operation and MaintenanceThe O&M phase will include various components with a view to ensure sustained operations of theprogramme. The different components distinguished include:

Refresher trainings for “GA” staff. At regular intervals during the O&M phase, key staff of “GA”will receive refresher courses which relate to the trainings received in the implementationphase. The trainings will ensure that staff remains prepared and updated to manage andoperate the Zemo Samgori irrigation system in the long run.

Continued Extension and Participation programme. The “GA” will continue to build theconfidence of the agriculture farmers and facilitate their participation in the irrigation levels,and try to promote the use of high yield crops by the end-users to fully grasp the ruraleconomic potential; but also the participatory management of the irrigation waterinfrastructure at tertiary and farm level. To that end, extension officers will receive updatedtrainings related to create further awareness amongst farmers on the economic potential inthe agriculture sector, to train the farmers in applying high-value crop practices and train waterusers organizations in tertiary and on-farm water management.

Preventive and/or corrective Maintenance. To ensure proper functioning of the infrastructureduring the O&M phase, the project will foresee in preventive and/or corrective maintenanceof the irrigation system.

Excavation worksDrainage

Excavation works

- Lower Main CanalSecondary works

Cleaning & EarthworksRoadworksDemolition & PreparationJoints & Surface TreatmentConcrete WorksSteelworkMiscellaneousNew Structures

Tertiary and In-field worksExcavation, New structures

DrainageExcavation works


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D. Study Components of the Development PhaseThe objective of this assignment is to

1. [Deliverable 1: Site investigation] Collect, verify and/or complement all the information about thetopography, geology, climate, agronomy, soils, hydrology and the state of the present canals andstructures that is minimally required to make a design

2. [Deliverable 2: Environment and Social Impact Analysis and Management Plan] Carry out an ESIA,that is compliant with the IFC performance standards – especially IFC standard 5 – and develop aESMP and design recommendations, if so required

3. [Deliverable 3: Financial plan and economic study] Carry out a full financial and economic analysisof the irrigation system, including of its underlying assumptions and including a tariff study andthe analysis of the willingness and affordability to pay

4. [Deliverable 4: Detailed design] Develop detailed engineering designs for the rehabilitation of theZemo Samgori Irrigation System, including main, secondary and tertiary canal networks andancillary structures, but excluding the works carried out in 2013-2015 by LLC Kalasi and LLC STS(to the degree that these works have been carried o